Cyprus law provides for the redomiciliation of companies, through a transfer of their registered office, both in and out of Cyprus, a valuable tool for companies wishing to change the jurisdiction under whose laws they are registered or incorporated, while maintaining the same legal identity.
A brief summary of the relevant procedures is set out below:
Into Cyprus
The overseas company can apply to the Registrar of Companies in Cyprus for its registration as a continuing entity in Cyprus, under its existing name or under a proposed new name which is acceptable by the Registrar of Companies, provided that its constituent documents provide for such continuation in another jurisdiction.
The corporate documents which need to accompany the application must evidence, inter alia, the jurisdiction and good standing of the overseas company abroad, its business objects, the details of its shareholders, directors and secretary (if any), the compliance with the laws of the foreign jurisdiction, the lack of any court or administrative proceedings against the overseas company, the passing of all relevant corporate decisions, compliance of its constituent documents with Cyprus law and any other information which the Registrar of Companies may further request. The application should also be accompanied by a directors’ affidavit as to i) the truth of the application`s contents and of the documents accompanying the application, and ii) confirming the solvency of the overseas company and that they are not aware of any circumstances that will have a negative effect on the overseas company’s solvency in the next 12 months following the application.
Further, it is noted that, in case the overseas company:
• Operates under a license abroad and purports to carry out activities in Cyprus which, according to Cyprus Laws, need a license, the relevant consent of the foreign competent authority must accompany the application;
• Has its shares listed on a recognized stock exchange, the relevant consent of the latter must accompany the application; and
• Is a public company and has offered its shares to the public, the most recent public offer for registration must accompany the application.
If the application and its enclosed documents are to the satisfaction of the Registrar of Companies, the latter will issue a temporary certificate of continuance under which the Company is officially deemed to be legally incorporated and operating in Cyprus.
It is stressed that if the application in question proves to serve an aim other than for the genuine continuation of the overseas company in Cyprus (e.g. creation of new legal entity, fraudulent disposal of assets or avoidance of legal proceedings against the Company), the registration in question will be invalid and without any legal effects.
Within six – or nine, if delay is reasonably justified - months from the issuance of the temporary certificate of continuance, the certificate of the overseas company’s de-registration from the overseas jurisdiction, should be submitted with the Registrar of Companies.
The Registrar, then, issues a final certificate of continuance of the Company in Cyprus.
From Cyprus
A Cyprus company, upon receiving the relevant consent from the Registrar of Companies, may continue to exist under the legal regime of another jurisdiction provided that such redomiciliation is permitted under the laws of the latter and the memorandum of association of the Cyprus company.
The Registrar of Companies may grant its consent following the submission of an application enclosing inter alia the following:
a) A statement by the Cyprus company’s directors confirming, inter alia, its proposed new name for registration abroad, the proposed place of business abroad, the competent foreign authority and the date of proposed redomiciliation;
b) A special resolution by the Cyprus company’s shareholders approving the application for the redomiciliation, the proposed new name and interim, up to date, financial statements which should also to be enclosed in the application);
c) A declaration by at least two directors of as to the Cyprus company’s solvency and also confirming that they are not aware of any circumstances that can negatively affect the Cyprus company’s solvency for three years following the application.
d) Evidence of full payment to the Registrar of Companies of all outstanding fees and obligations of the Company;
e) Evidence of full payment of all outstanding taxes/customs/duties in Cyprus (Tax Clearance Certificates); and
f) Evidence that a publication of the special resolution referred to in paragraph (b) above in two local newspapers of wide circulation took place.
The Cyprus company must have not breached any Cyprus laws and must not be under liquidation or execution of court orders in Cyprus or elsewhere.
Further, it is noted that, in case the Cyprus company:
• Operates under a license in Cyprus, the relevant consent of the competent authority must accompany the application; and
• Has its shares listed on a recognized stock exchange, the relevant consent of the latter and of the Cyprus Securities Exchange Commission must accompany the application.
The Registrar of Companies will grant its consent only after the lapse of three months from the date of the publication in paragraph (f) above and provided that no objection has been filed by an creditor for the proposed redomiciliation.
After the granting of the said consent, and provided that the Cyprus company presents to the Registrar of Companies the certificate of continuation from the competent authority in the foreign jurisdiction in which it purports to redomicile, the Registrar of Companies strikes the Cyprus company off its Registry.